Core Viewpoint - Institutional Shareholder Services (ISS) has recommended that Air Products shareholders vote for the election of Mantle Ridge nominees and against the current company nominees, highlighting the need for a reconstituted board to address succession planning and strategic oversight issues [1][2][3]. Group 1: Board Reconstitution and Nominees - ISS recommends shareholders vote "FOR" Mantle Ridge nominees Andrew Evans, Paul Hilal, and Dennis Reilley, and states that Tracy McKibben is well qualified to serve on the board [1][2]. - Mantle Ridge believes that a reconstituted board with its nominees would be better positioned to lead a genuine CEO succession process and create long-term value for shareholders [1][2]. - Mantle Ridge urges shareholders to vote the BLUE proxy card "FOR" all four of its nominees and "WITHHOLD" on the company nominees [1][2]. Group 2: Current Board's Performance and Issues - ISS finds that the current board has failed to properly oversee a credible succession plan and has ceded control of the CEO succession process to the current CEO, Seifi Ghasemi [1][4][5]. - The company's total shareholder return (TSR) has underperformed relative to peers since the implementation of its capital deployment strategy, raising concerns about the effectiveness of its current projects [3][5]. - The board's decision to pursue mega projects beyond its traditional business scope has led to a decline in key performance metrics and investor sentiment [5][11]. Group 3: Strategic and Operational Concerns - ISS highlights that the company's capital allocation strategy has resulted in a decline in return on capital and significant underperformance compared to peers [3][5]. - Mantle Ridge criticizes the current board's handling of strategic and operational issues, suggesting that a fresh perspective is needed to objectively evaluate the company's direction [2][11]. - The board's lack of transparency regarding project progress and challenges has contributed to investor skepticism and diminished credibility [5][11].
LEADING PROXY ADVISORY FIRM ISS RECOMMENDS AIR PRODUCTS AND CHEMICALS, INC. SHAREHOLDERS VOTE "FOR" MANTLE RIDGE DIRECTOR NOMINEES ANDREW EVANS, PAUL HILAL, AND DENNIS REILLEY